TIDMJIM
RNS Number : 7350U
Jarvis Securities plc
07 April 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF JARVIS SERCURITIES PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
7 April 2021
Jarvis Securities plc
(" Jarvis " or the " Company " ) ( LON : JIM )
PrimaryBid Offer
Notice of General Meeting
Proposed Capital Reduction
Jarvis ( LON : JIM ), the AIM quoted stockbroking,
administration services and solutions provider , is pleased to
announce, a conditional offer via PrimaryBid (the "Offer") of up to
898,100 ordinary shares of 0.25p each in the Company currently held
in treasury ("Treasury Shares" or "Ordinary Shares") at an issue
price of 250 pence per Ordinary Share (the "Issue Price"), being a
discount of 8.76 per cent to the closing mid-price on 7 April
2021.
The Offer is subject to shareholder approval at a General
Meeting of the Company to be held on 4 May 2021 (more details of
which are set out below). Settlement for the PrimaryBid Offer is
expected to take place on 5 May 2021.
The Treasury Shares, once sold pursuant to the Offer (and
subject to shareholder approval), will be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares. The Treasury Shares will be free of any encumbrances, liens
or other security interests.
Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the Offer by applying through the PrimaryBid mobile
app available on the Apple App Store and Google Play along with the
Jarvis platforms. PrimaryBid does not charge investors any
commission for this service.
The Offer is now open to individual and institutional investors
and will close at 9 p.m. on 7 April 2021. The Offer may close early
if it is oversubscribed.
The Company in consultation with PrimaryBid reserves the right
to scale back any order at its discretion. The Company and
PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such
rejection.
No commission is charged to investors on applications to
participate in the Offer made through PrimaryBid. It is vital to
note that once an application for Ordinary Shares has been made and
accepted via PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid or the procedure for
applications under the Offer, visit www.PrimaryBid.com or call
PrimaryBid.com on +44 20 3026 4750.
The Ordinary Shares will be issued free of all liens, charges
and encumbrances and will, when issued and fully paid, rank pari
passu in all respects with the Company's existing Ordinary
Shares.
Details of the Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the Offer.
The Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no
need for publication of a prospectus pursuant to the Prospectus
Rules, or for approval of the same by the Financial Conduct
Authority in its capacity as the UK Listing Authority. The Offer is
not being made into any Restricted Jurisdiction or any other
jurisdiction where it would be unlawful to do so.
There is a minimum subscription of GBP100 per investor under the
terms of the Offer which is open to existing shareholders and other
investors subscribing via PrimaryBid.com.
Any investment request in excess of GBP50,000 will require the
Company's consent and may be subject to scale back.
For further details please refer to the PrimaryBid.com website
at www.PrimaryBid.com . The terms and conditions on which the Offer
is made, including the procedure for application and payment for
Ordinary Shares, is available to all persons who register on the
PrimaryBid mobile app.
Dispatch of Circular
As set out above, completion of the Primary Bid offer is subject
to shareholder approval which is to be sought at an upcoming
general meeting of the Company. The Company intends to dispatch a
shareholder circular on 9 April 2021 and a copy with be available
on the Company's website ( www.jarvissecurities.co.uk ) from that
date. The proposed date for the General Meeting is 9am on 4 May
2021.
In light of the UK Government's measures introduced in response
to the COVID-19 outbreak, including advice to avoid public
gatherings and all non-essential travel and social contact, the
Board has made the decision that the General Meeting will be held
as a closed meeting. This means that the General Meeting will be
convened with the minimum quorum of Shareholders as is required to
conduct the formal business of the General Meeting. As such, for
the safety and security of all involved, Shareholders and their
proxies will be unable to attend the General Meeting in person.
Shareholders should not seek to attend the meeting in person and
entry to the meeting will be refused to anyone who does try to
attend. Shareholders are therefore strongly advised to appoint the
Chairman of the General Meeting as their proxy to ensure that your
vote is counted. All resolutions will be taken on a poll. Further
information will be contained in the Circular and notice of General
Meeting.
Proposed Capital Reduction
The Circular which will convene the General Meeting of the
Company to approve the Offer will also seek to undertake a capital
reduction. This is not connected to the Offer.
Share premium forms part of the capital of the Company which
arises on the issue by the Company of Ordinary Shares at a premium
to their nominal value. The premium element is credited to the
share premium account. Under the Companies Act 2006, the Company is
generally prohibited from paying any dividends or making other
distributions in the absence of positive distributable reserves,
and the share premium account, being a non-distributable reserve,
can be applied by the Company only for limited purposes. However,
provided the Company obtains the approval of shareholders by way of
a special resolution and the subsequent confirmation by the Court,
it may reduce all or part of its share premium account and the
amount by which the share premium account is cancelled is credited
to the Company's distributable reserves.
The Company is therefore seeking the approval of the
shareholders at the General Meeting to cancel its share premium
account in its entirety. If approved by the shareholders, the
cancellations will require subsequent approval by the Court.
The Capital Reduction has no impact on the ability of the
Company to pay its debts.
Court Approval
If the Capital Reduction is approved by Shareholders, an
application will be made to the Court in order to confirm and
approve the Capital Reductions.
It is anticipated that the initial directions hearing in
relation to the Capital Reduction will take place on 18 June 2021,
with the final Court hearing taking place on 29 June 2021 and the
Capital Reduction becoming effective on the following day, after
the necessary registration of the Court order with the Registrar of
Companies has taken place.
Shareholders should note that the Capital Reduction will not
involve any distribution or repayment of capital or share premium
by the Company and will not reduce the underlying net assets of the
Company. The distributable reserves arising from the Capital
Reduction will, subject to the terms of any undertakings required
by the Court as explained above, enable the Company to pay
dividends or (if the Shareholders give appropriate authority in the
future) buy-back Ordinary Shares in the future.
The Board reserves the right to abandon or to discontinue (in
whole or in part) the application to the Court in the event that
the Board considers that the terms on which the Capital Reduction
would be (or would be likely to be) confirmed by the Court would
not be in the best interests of the Company and/or the Shareholders
as a whole. The Directors have undertaken a review of the Company's
liabilities (including contingent liabilities) and consider that
the Company will be able to satisfy the Court that, as at the date
(if any) on which the Court order relating to the Capital Reduction
and the statement of capital in respect of the Capital Reduction
have both been registered by the Registrar of Companies at
Companies House and the Capital Reductions therefore become
effective, the Company's creditors will be sufficiently
protected.
Following the Capital Reductions, the Company will continue to
meet the statutory requirement of having GBP50,000 minimum nominal
value of issued share capital.
If the proposed Capital Reduction is approved by the Court, the
Company will increase its positive retained earnings allowing for
further dividends to be paid by the Company in the future, should
circumstances at the time make it desirable to do so. In assessing
any future decision to declare dividends, the Board will take
account of all relevant circumstances existing at the time and any
such decision will be taken only after careful analysis of the
Company's financial position, the Company's strategic plans and the
prevailing economic and commercial conditions affecting the
Company's business and prospects.
Following the implementation of the Capital Reduction, there
will be no change in the number of Ordinary Shares in issue.
Further information on the Capital Reduction will be set out in
the Circular.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Ordinary Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Ordinary Shares if
they are in any doubt.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com .
Jarvis Securities plc
A ndrew Grant / Jolyon Head 01892 510 515
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
WH Ireland Limited , Nominated Advisor
Katy Mitchell/Darshan Patel 0207 220 1666
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCKZGGDKNFGMZM
(END) Dow Jones Newswires
April 07, 2021 11:54 ET (15:54 GMT)
Jarvis Securities (LSE:JIM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Jarvis Securities (LSE:JIM)
Historical Stock Chart
From Apr 2023 to Apr 2024
